Exhibit 5(b)
AGREEMENT TO BE BOUND TO THE REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT TO BE BOUND TO THE REGISTRATION RIGHTS
AGREEMENT, dated as of June 8, 1999, is by and between iXL ENTERPRISES, INC., a
Delaware corporation (the "Company"), and the Investors (as hereinafter
defined).
RECITALS
A. The Company has entered into a Registration Rights
Agreement, dated as of April 30, 1996, among the Company and certain other
parties (the "Registration Rights Agreement"), which addresses the registration
of Registrable Securities.
B. The Company has agreed to issue, contemporaneously
herewith, an aggregate of 2,000,000 shares of validly issued, fully paid and
nonassessable Common Stock of the Company, $.0l par value (the "iXL Stock"), to
the investors listed on the signature page hereto (the "Investors"), pursuant to
a Securities Purchase Agreement of even date herewith (the "Purchase Agreement")
by and among the Company and the Investors, and an aggregate of 2,500,000
warrants to purchase iXL Stock, pursuant to separate Warrant Agreements, each
between the Company and the Investors.
C. The Company and the Investors desire to make each such
Investor a party to the Registration Rights Agreement.
In consideration of the parties entering into the agreements
and carrying out the transactions described in the Registration Rights
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Agreement by the Investors. Each of the Investors
acknowledges receipt of, and having read, a copy of the Registration Rights
Agreement, which is incorporated herein by reference. Each such Investor hereby
accepts and agrees to be bound by, and further covenants and agrees that he or
she will comply with, all of the terms and conditions of the Registration Rights
Agreement (as it may be amended from time to time), as if he or she were an
original party thereto.
2. Agreement by the Company. The Company hereby accepts the
Investors as parties to the Registration Rights Agreement as if such Investors
were original parties. The Company further covenants and agrees that it will
treat such Investors as if they were original parties to the Registration Rights
Agreement, affording such Investors all applicable rights and privileges
thereunder. The Company agrees that the iXL Stock is and all iXL Stock issued
upon exercise of the Warrants will be Registrable Securities within the meaning
of the Registration Rights Agreement.
3. Investors Deemed Parties. The Investors are hereby deemed
to be parties to the Registration Rights Agreement as if originally named
therein.
4. Definitions. Unless otherwise indicated, each capitalized
term used herein shall have the meaning specified in the Registration Rights
Agreement.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and delivered as of the date first above written.
iXL ENTERPRISES, INC.
By: /s/ M. Xxxxx Xxxxxxxx
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Name: M. Xxxxx Xxxxxxxx
Title: Chief Financial Officer
INVESTORS
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Managing Director
GENERAL ELECTRIC PENSION TRUST
By: General Electric Investment Corporation,
its investment manager
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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